MUX Form 4/A: McEwen's Corporate Vehicle Receives 53,160 Shares for Loan Consideration

Rhea-AI Filing Summary

Robert R. McEwen, Chairman and CEO of McEwen Inc. (MUX), amended a Form 4 to report acquisitions tied to a loan arrangement. On 05/06/2025, 2190303 Ontario Inc., a company wholly owned by Mr. McEwen, received 53,160 common shares as partial consideration for extending a loan to McEwen Copper Inc., an entity in which McEwen Inc. holds an indirect 46.6% equity interest. The shares were valued at $7.5245 each using the NYSE volume-weighted average price from 02/18/2025 to 03/31/2025. The filing also notes 35,280 shares held indirectly by spouse. The amendment clarifies the transaction is exempt from Section 16(b) under Rule 16b-3(d) and that the loan was made to the equity investee, not McEwen Inc.

Positive

• 53,160 common shares were acquired as consideration, increasing aligned ownership via a vehicle wholly owned by the reporting person
• Transaction valuation disclosed ($7.5245 per share based on NYSE VWAP), providing transparent pricing for the share transfer
• Amendment clarifies Rule 16b-3(d) exemption, removing potential short-swing profit concerns and improving compliance transparency
• Clarification that the loan was extended to McEwen Copper Inc., the issuer's equity investee, not to McEwen Inc., reducing ambiguity about related-party lending

Negative

• None.

Insights

Securities Analyst

TL;DR: Chairman acquired shares indirectly via a corporate entity tied to a loan to an investee; amendment clarifies exemption from short-swing profit rules.

The reported transfer of 53,160 common shares to 2190303 Ontario Inc., valued at $7.5245 per share, arises from consideration for extending a loan to McEwen Copper Inc., where the issuer holds a 46.6% indirect stake. The amendment is procedural but important: it confirms Rule 16b-3(d) exemption, which removes potential short-swing profit liability, and clarifies the borrower was the equity investee rather than McEwen Inc. For investors, this is a governance/transparency disclosure rather than an operational or financial performance signal.

Corporate Governance Expert

TL;DR: Amendment improves disclosure clarity around related-party transaction and legal exemption, reducing compliance uncertainty.

Filing clarifies that shares were issued to a wholly owned corporate vehicle of the reporting person as part of loan consideration and that the transaction meets the Rule 16b-3(d) exemption. This reduces ambiguity regarding potential Section 16(b) exposure and better documents the nature of the counterparty (an equity investee). The disclosure strengthens transparency but does not by itself indicate material change to McEwen Inc.'s capital structure or operations.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McEwen Robert Ross

(Last) (First) (Middle)

C/O MCEWEN INC.

150 KING STREET WEST, SUITE 2800

(Street)

TORONTO A6 M5H 1J9

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
McEwen Inc. [ MUX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/08/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/06/2025		A(1)		53,160	A	$7.5245(2)	8,236,647	I	By corporation(3)
Common Stock								35,280	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 2190303 Ontario Inc. received the shares in partial consideration for extending a loan to McEwen Copper Inc., an entity in which the Issuer holds indirectly a 46.6% equity interest.

2. The shares were valued at $7.5245 per share based on the volume-weighted average price of the shares on the NYSE between February 18, 2025 and March 31, 2025, pursuant to agreement of the parties.

3. These shares are held by 2190303 Ontario Inc., which is a corporation wholly owned by Robert R. McEwen.

Remarks:

This amendment is filed solely to clarify that (i) the transaction was in fact exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d) thereunder and (ii) the loan was extended directly to the Issuer's equity investee and not to the Issuer itself.

	/s/ Robert Ross McEwen	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Robert R. McEwen report on the amended Form 4 for MUX?

The amendment reports that 2190303 Ontario Inc., wholly owned by Robert R. McEwen, received 53,160 common shares on 05/06/2025 as partial consideration for a loan to McEwen Copper Inc.; the filing also notes 35,280 shares held indirectly by spouse.

How was the share price determined in the MUX Form 4/A?

The shares were valued at $7.5245 per share based on the NYSE volume-weighted average price between 02/18/2025 and 03/31/2025, per the parties' agreement.

Does the Form 4/A indicate any Section 16(b) exposure for MUX insiders?

The amendment explicitly states the transaction was exempt from Section 16(b) under Rule 16b-3(d), clarifying there is no short-swing profit liability for this transaction.

Who received the shares and what is their relationship to the reporting person?

The shares were received by 2190303 Ontario Inc., a corporation wholly owned by Robert R. McEwen; an additional 35,280 shares are reported indirectly by spouse.

Was the loan made to McEwen Inc. or another entity according to the amendment?

The amendment clarifies the loan was extended directly to McEwen Copper Inc., the issuer's equity investee, and not to McEwen Inc. itself.